American Realty Capital Trust III, Inc. Sample Contracts

AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P. Date as of , 2010
American Realty Capital Trust III, Inc. • November 3rd, 2010 • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY TRUST OPERATING PARTNERSHIP III, L.P. (this “Agreement”) dated as of , 2010, is entered into among AMERICAN REALTY CAPITAL TRUST III, INC., a Maryland corporation, as general partner (the “General Partner”), and AMERICAN REALTY CAPITAL ADVISORS III, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.

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AMERICAN REALTY CAPITAL TRUST III, INC. UP TO 125,000,000 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT
Exclusive Dealer Manager Agreement • January 31st, 2011 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York
AMERICAN REALTY CAPITAL TRUST III, INC. UP TO 175,000,000 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT March 31, 2011
Dealer Manager Agreement • July 20th, 2011 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

American Realty Capital Trust III, Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2011, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 150,000,000 shares of its common stock, $.01 par value per share (the “Shares”), for a purchase price of $10.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased), in the primary offering (the “Primary Offering”), and (b) up to 25,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Company’s distribution reinvestment plan (the “DRP” and together with the Primary Offering, the “Offering”) (subject to the right of the Company to reallocate such Shares between the Primary Offering and the DRP), all upon the other terms and subject to the conditions set for

SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • July 20th, 2011 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

THIS SUBSCRIPTION ESCROW AGREEMENT dated as of April 1, 2011 (this “ Agreement ”), is entered into among Realty Capital Securities, LLC (the “ Dealer Manager ”), American Realty Capital Trust III, Inc. (the “ Company ”) and UMB Bank, N.A., as escrow agent (the “ Escrow Agent ”).

SECOND AMENDED AND RESTATED ADVISORY AGREEMENT BY AND AMONG AMERICAN REALTY CAPITAL TRUST III, INC., AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P., AND AMERICAN REALTY CAPITAL ADVISORS III, LLC Dated as of November 13, 2012
Advisory Agreement • November 14th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”) dated as of November 13, 2012, is entered into among American Realty Capital Trust III, Inc., a Maryland corporation (the “Company”), American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership (the “Operating Partnership”), and American Realty Capital Advisors III, LLC, a Delaware limited liability company.

AGREEMENT FOR PURCHASE AND SALE OF LEASEHOLD INTEREST EXPRESS SCRIPTS
Agreement for Purchase and Sale • February 29th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ________________________, a ______________________, having an address at _________________________________ ("Seller"), hereby bargains, sells, conveys and transfers to _____________________________ ("Buyer"), a __________________________, all of Seller's right, title and interest in and to those certain items of personal and intangible property (including any warranty made by third parties in connection with the same and the right to sue on any claim for relief under such warranties) (the "Personal Property") located at or held in connection with that certain real property located in the State of __________________________ , as more particularly described on Schedule A attached hereto and made a part hereof.

AMENDED AND RESTATED LOAN AGREEMENT Dated as of April 2, 2012 Between ARC3 FEBMTNH001, LLC, ARC3 ESBKYMO001, LLC, ARC3 FEBVLTN001, LLC, and ARC3 FECMCCO01, LLC individually and/or collectively, as the context requires, as Borrower and
Loan Agreement • May 15th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of April 2, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612 (together with its successors and/or assigns, “Lender”), and ARC3 FEBMTNH001, LLC, a Delaware limited liability company (“NH Borrower”), ARC3 ESBKYMO001, LLC, a Delaware limited liability company (“MO Borrower”; NH Borrower and MO Borrower, individually and/or collectively, as the context may require, “Original Borrower”), ARC3 FEBVLTN001, LLC, a Delaware limited liability company (“TN Borrower”) and ARC3 FECMCCO01, LLC, a Delaware limited liability company (“CO Borrower”; TN Borrower and CO Borrower, individually and/or collectively, as the context may require, “New Borrower”; Original Borrower and New Borrower, individually and/or collectively, as the context may requ

AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P. Date as of March 31, 2011
Agreement • July 20th, 2011 • American Realty Capital Trust III, Inc. • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY TRUST OPERATING PARTNERSHIP III, L.P. (this “Agreement”) dated as of March 31, 2011, is entered into among AMERICAN REALTY CAPITAL TRUST III, INC., a Maryland corporation, as general partner (the “General Partner”), and AMERICAN REALTY CAPITAL ADVISORS III, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.

PROPERTY MANAGEMENT AND LEASING AGREEMENT
Property Management and Leasing Agreement • July 20th, 2011 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

This property management and leasing agreement (this “Management Agreement”) is made and entered into as of the 31st day of March, 2011, by and among AMERICAN REALTY CAPITAL TRUST III, INC., a Maryland corporation (the “Company”), AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership (the “OP”), and AMERICAN REALTY CAPITAL PROPERTIES III, LLC, a Delaware limited liability company (the “Manager”).

EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • November 14th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • Delaware

THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of September 28, 2012, is entered into by and among American Realty Capital Trust III, Inc., a Maryland corporation (the “Company”), American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership (the “Operating Partnership”), and Barry Skolnick (the “New Limited Partner”).

CREDIT AGREEMENT
Credit Agreement • August 10th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of July 20, 2012, among AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership (“Borrower”), AMERICAN REALTY CAPITAL TRUST III, INC., a Maryland corporation and the sole member of the sole general partner of Borrower (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and RBS CITIZENS, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

LOAN AGREEMENT Dated as of February 22, 2012 Between THE ENTITIES LISTED ON SCHEDULE I, individually and/or collectively, as the context requires, as Borrower and
Loan Agreement • February 29th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of February 22, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612 (together with its successors and/or assigns, “Lender”), and THE ENTITIES LISTED ON SCHEDULE I, each a Delaware limited liability company and each having an address at 405 Park Avenue, 15th Floor, New York, New York 10022 (together with each of their respective permitted successors and/or assigns, individually and/or collectively (as the context may require) referred to herein as “Borrower”).

CREDIT AGREEMENT Dated as of February 14, 2013 among AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P., as Borrower, AMERICAN REALTY CAPITAL TRUST III, INC., as a Guarantor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, RBS...
Credit Agreement • February 21st, 2013 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of February 14, 2013, among AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership (“ARCOP”), AMERICAN REALTY CAPITAL TRUST III, INC., a Maryland corporation and the sole general partner of Borrower (“ARCT”), each Lender from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo Bank”), as Administrative Agent (in such capacity, “Administrative Agent”), CAPITAL ONE, N.A. and JPMORGAN CHASE BANK, N.A., as Documentation Agents, and RBS CITIZENS, N.A. and REGIONS BANK, as Syndication Agents.

AMERICAN REALTY CAPITAL TRUST III, INC. FORM OF SOLICITING DEALER AGREEMENT
Soliciting Dealer Agreement • March 15th, 2011 • American Realty Capital Trust III, Inc. • Real estate investment trusts

Realty Capital Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of , 2011 (the “Dealer Manager Agreement”), with American Realty Capital Trust III, Inc., a Maryland corporation (the “Company”) and American Realty Capital Advisors III, LLC, pursuant to which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of: (i) up to 150,000,000 shares of the Company’s common stock, $.01 par value per share (“Common Stock”) for a purchase price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares of Common Stock purchased) (the “Primary Shares”), and (ii) up to 25,000,000 shares of Common Stock for a purchase price equal to the greater of $9.50 per share or 95% of the estimated value of a share of Common Stock (the “DRP Shares” and, together with the Primary Shares, the “Shares”) commencing on the Effective Date (

FORM OF SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (a Delaware limited partnership)
American Realty Capital Trust III, Inc. • December 17th, 2012 • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (the “Partnership”), dated as of [l], 2013 is entered into among American Realty Capital Properties, Inc., a Maryland corporation (in its capacity as general partner of the Partnership, together with its successors and permitted assigns that are admitted to Partnership as a general partner of the Partnership in accordance with the terms hereof, the “General Partner”), Tiger Acquisition, LLC, a Delaware limited liability company, wholly-owned subsidiary of the General Partner (the “Successor Limited Partner”) and successor to American Realty Capital Trust III, Inc., a Maryland corporation (“Target”) and any limited partner or general partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P. Dated as of November 13, 2012
Amended and Restated Agreement • November 14th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY TRUST OPERATING PARTNERSHIP III, L.P. (this “Agreement”) dated as of November 13, 2012, is entered into among AMERICAN REALTY CAPITAL TRUST III, INC., a Maryland corporation, as general partner (the “General Partner”), and AMERICAN REALTY CAPITAL ADVISORS III, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.

AGREEMENT AND PLAN OF MERGER By and Among AMERICAN REALTY CAPITAL PROPERTIES, INC., ARC PROPERTIES OPERATING PARTNERSHIP, L.P., TIGER ACQUISITION, LLC, AMERICAN REALTY CAPITAL TRUST III, INC. and AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P....
Agreement and Plan of Merger • December 17th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2012 (this “Agreement”), is made by and among American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), ARC Properties Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Parent (the “Parent Operating Partnership”), Tiger Acquisition, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), American Realty Capital Trust III, Inc., a Maryland corporation (the “Company”), and American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Company Operating Partnership”).

ASSET PURCHASE AND SALE AGREEMENT
Asset Purchase and Sale Agreement • December 17th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

This ASSET Purchase and Sale Agreement (the “Agreement”) is entered into as of December 14, 2012 by and among ARC Properties Operating Partnership, L.P., a Delaware limited partnership (the “Buyer”), and American Realty Capital Advisors III, LLC, a Delaware limited liability company (the “Seller”).

american realty capital advisors iii, LLC American REALTY capital trust iii special limited partner, llc american realty capital properties iii, llc New York, New York 10022
Advisory Agreement • December 17th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), ARC Properties Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Parent OP”), Tiger Acquisition, LLC, a Delaware limited liability company wholly-owned by Parent (“Merger Sub”), American Realty Capital Trust III, Inc., a Maryland corporation (the “Company”), and American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Company OP”), pursuant to which (x) the Company will merge with and into Merger Sub, with Merger Sub being the surviving entity, and (y) the Company OP will merge with and into the Parent OP, with the Parent OP being the surviving entity (collectively, the “Transaction”). Any term not otherwise defined herein shall have the mea

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY ADVANCE AUTO – 2 Pack - Texas
Agreement for Purchase and Sale • November 10th, 2011 • American Realty Capital Trust III, Inc. • Real estate investment trusts

THIS AGREEMENT (“Agreement”) is made and entered into as of the Effective Date by and between AMERICAN REALTY CAPITAL II, LLC (“Buyer”), and OAKLEY INVESTMENTS, LLC (Jones Rd) and COIT PROPERTIES, LLC (Tomball Pkwy.)(hereinafter collectively and individually referred to as “Seller”).

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY FEDEX DISTRIBUTION FACILITIES – 4 PACK
Agreement for Purchase and Sale of Real • May 15th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts

THIS AGREEMENT (“Agreement”) is made and entered into as of the Effective Date by and between AMERICAN REALTY CAPITAL II, LLC (“Buyer”), and Setzer Properties, LLC (“Seller”).

GUARANTY
Guaranty • November 10th, 2011 • American Realty Capital Trust III, Inc. • Real estate investment trusts

THIS GUARANTY (“Guaranty”) dated as of October 31, 2011, is executed and delivered by AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership (“Guarantor”), to BOKF, NA (“Lender”), doing business as Bank of Texas.

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AMENDED AND RESTATED INVESTMENT OPPORTUNITY ALLOCATION AGREEMENT
Investment Opportunity Allocation Agreement • April 18th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

This AMENDED AND RESTATED INVESTMENT OPPORTUNITY ALLOCATION AGREEMENT (this “Agreement”) is dated as of April 12, 2012, by and between American Realty Capital Daily Net Asset Value Trust, Inc., a Maryland corporation (“ARC DNAV”) and American Realty Capital Trust III, Inc., a Maryland corporation (“ARCT III” and ARC DNAV, will be known hereafter as, the “ARC Funds”).

ACQUISITION LOAN AGREEMENT PREAMBLE
Acquisition Loan Agreement • November 10th, 2011 • American Realty Capital Trust III, Inc. • Real estate investment trusts • Texas

THIS ACQUISITION LOAN AGREEMENT is made and entered into effective as of October 31, 2011, by and between ARC FEBTTMT001, LLC, a Delaware limited liability company (herein called the “Borrower”), and BOKF, NA (herein called the “Lender”), doing business as Bank of Texas.

FIRST AMENDMENT TO
Advisory Agreement • July 20th, 2011 • American Realty Capital Trust III, Inc. • Real estate investment trusts

This FIRST AMENDMENT TO ADVISORY AGREEMENT is entered into as of June 23, 2011, among American Realty Capital Trust III, Inc. (the “Company”), American Realty Capital Operating Partnership III, L.P. (the “OP”) and American Realty Capital Advisors III, LLC (the “Advisor”).

ASSIGNMENT, ASSUMPTION AND ALLOCATION AGREEMENT
Assignment, Assumption and Allocation Agreement • November 14th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

This ASSIGNMENT, ASSUMPTION AND ALLOCATION AGREEMENT (this “Agreement”) is entered into as of November 13, 2012, between American Realty Capital Trust III, Inc., a Maryland corporation (the “Company”) and American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership (the “OP”, and, together with the Company, the “Parties”).

FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P.
American Realty Capital Trust III, Inc. • February 29th, 2012 • Real estate investment trusts

THIS FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P. (this “Amendment”), is made this January 25, 2012, by and among, AMERICAN REALTY CAPITAL TRUST III, INC., a Maryland corporation, as general partner (the “General Partner”) and AMERICAN REALTY CAPITAL ADVISORS III, LLC, a Delaware limited liability company (the “Initial Limited Partner”).

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY FEDERAL EXPRESS – BUTTE, MONTANA 119771 RICK JONES WAY, BUTTE, MT
Agreement for Purchase and Sale • November 10th, 2011 • American Realty Capital Trust III, Inc. • Real estate investment trusts

THIS AGREEMENT (“Agreement”) is made and entered into as of the Effective Date by and between AMERICAN REALTY CAPITAL II, LLC (“Buyer”), and WILLIAM CHARLES BUTTE MONTANA, LLC (“Seller”).

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY FedEx Ground Blauvelt, Rockland County, NY
Agreement for Purchase And • May 15th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts

THIS AGREEMENT (“Agreement”) is made and entered into as of the Effective Date by and between AMERICAN REALTY CAPITAL II, LLC (“Buyer”), and SunCap Orangetown, LLC, a North Carolina limited liability company (“Seller”).

CONTRIBUTION AND EXCHANGE AGREEMENT
Contribution and Exchange Agreement • March 6th, 2013 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of February 28, 2013, by and between American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership (the “Operating Partnership”), American Realty Capital Trust III Special Limited Partner, LLC, a Delaware limited liability company (the “Special Limited Partner”) and ARC Properties Operating Partnership, L.P., a Delaware limited partnership (the “Parent OP”).

AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS
American Realty Capital Trust III, Inc. • May 15th, 2012 • Real estate investment trusts

This Amended and Restated Guaranty of Recourse Obligations is made, as of this 2nd day of April, 2012, by and between AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership, having an address at 405 Park Avenue, 15th Floor, New York, New York 10022 (hereinafter referred to as “Guarantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227-020, Oakland, California 94612 (together with its successors and/or assigns, “Lender”). Capitalized terms not otherwise defined herein have the meanings set forth in the Loan Agreement.

AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • May 15th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts

THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of April 16, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 (together with its successors and/or assigns, “Lender”) and EACH OF THE PARTIES LISTED ON SCHEDULE A ATTACHED HERETO, each a Delaware limited liability company, each having its principal place of business at 405 Park Avenue, 15th Floor, New York, New York 10022 (individually and collectively, as the context may require, “Borrower”).

AMENDED AND RESTATED RECOURSE CARVE-OUT GUARANTY
American Realty Capital Trust III, Inc. • May 15th, 2012 • Real estate investment trusts

THIS AMENDED AND RESTATED RECOURSE CARVE-OUT GUARANTY (“Guaranty”) is made this 20th day of April, 2012, by AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P. (the “Guarantor”), in favor of CITIGROUP GLOBAL MARKETS REALTY CORP. (including its successors, transferees and assigns, the “Lender”).

CONTRIBUTION AGREEMENT
Contribution Agreement • November 14th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts • New York

This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of September 28, 2012 by and among American Realty Capital Operating Partnership III, L.P., a Delaware limited partnership (the “Partnership”), American Realty Capital Trust III, Inc., a Maryland corporation and general partner of the Partnership (the “General Partner”) and Barry Skolnick (the “Contributor”).

SECOND AMENDMENT TO ADVISORY AGREEMENT
Advisory Agreement • April 18th, 2012 • American Realty Capital Trust III, Inc. • Real estate investment trusts

This SECOND AMENDMENT TO ADVISORY AGREEMENT is entered into as of April 13, 2012, among American Realty Capital Trust III, Inc. (the “Company”), American Realty Capital Operating Partnership III, L.P. (the “OP”) and American Realty Capital Advisors III, LLC (the “Advisor”).

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